Rule · CVM · 18 Nov 2015
Open companies in indices or Category A must adopt remote voting mandatorily by January 1, 2017, and 2018 respectively, while others may opt in for 2016. Shareholders must sign meeting minutes, and administrator statements are limited to 2,100 characters. Voting ballots allow approving higher dividend percentages and count “No” votes on altered slates as abstentions. Financial institutions providing registration services are exempt from collecting voting instructions in 2016. This instruction amends CVM Instruction No. 561 and enters into force upon publication.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 570, OF NOVEMBER 18, 2015
Amends provisions of CVM Instruction No. 561, of April 7, 2015.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes public that the Collegiate Board, in a meeting held on November 13, 2015, based on the provisions of Articles 1°, item VI; 8°, item I; 22, § 1°, items I and VIII; and 24 of Law No. 6.385, of December 7, 1976, Articles 27; 34, § 2°; 100, § 2°; 121, sole paragraph; 123, sole paragraph, item “c”; 127, sole paragraph; and 291 of Law No. 6.404, of December 15, 1976, and Articles 22 to 27 of Law No. 12.810, of May 15, 2013, APPROVED the following Instruction:
Art. 1 Article 11 of CVM Instruction No. 561, of April 7, 2015, shall be effective with the following wording:
“Art. 11 Articles 4°, 6°, 7° and 8° of this Instruction enter into force on January 1, 2016, and apply:
I – optionally to the open companies referred to in items II and III that opt to adopt remote voting in the 2016 fiscal year, in accordance with CVM Deliberation No. 741, of November 18, 2015; II – mandatorily, on January 1, 2017, for those companies that, on the date of publication of this Instruction, have at least one species or class of shares issued by them included in any of the following general indices representative of securities portfolios:
a) Brazil 100 Index – IBrX-100; or b) Bovespa Index – IBOVESPA; and III – mandatorily, on January 1, 2018, for open companies registered in Category A and authorized by a market administrator for the trading of shares on a stock exchange.” (NR)
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 570, OF NOVEMBER 18, 2015 2
Art. 2 Financial institutions providing securities registration services are exempt, in the 2016 fiscal year, from providing the service of collecting and transmitting voting instructions as provided in CVM Instruction No. 561, of 2015.
Art. 3 Article 7 of CVM Instruction No. 561, of 2015, shall be effective with the following wording:
“Art. 7......
......
Art. 21-V......
......
Sole paragraph. The shareholders referred to in items II and III, in addition to being present, must be considered signatories of the minutes of the general meeting.” (NR)
Art. 4 Annex A of CVM Instruction No. 561, of 2015, shall be effective in accordance with Annex 4 of this Instruction.
Art. 5 This Instruction enters into force on the date of its publication.
Signed original by
LEONARDO P. GOMES PEREIRA
President
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 570, OF NOVEMBER 18, 2015 3
ANNEX 4 TO CVM INSTRUCTION NO. 570, OF NOVEMBER 18, 2015
“ANNEX 21-F
CONTENT OF THE REMOTE VOTING BALLOT
1 In deliberations regarding the percentage of profits destined for dividend distribution, the remote voting ballot may give the shareholder the option to approve percentages higher than those proposed by the administration, if higher percentages are proposed by other shareholders and discussed in the general meeting. 2 The statement by the administrators is limited to 2,100 (two thousand one hundred) characters, including spaces.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 570, OF NOVEMBER 18, 2015 4
a) identification of the shareholders who authored the proposal, indicating since when they have been shareholders of the company, the number and percentage of shares of each species and class in their ownership, the number of shares borrowed, and the total exposure in derivatives referenced in the company's shares; b) description of the proposal for deliberation; and c) statement by the administrators regarding such proposal, if the administration wishes to make a statement. 3 [ ] Approve [ ] Reject [ ] Abstain
11. Do you wish to request the adoption of the multiple voting process for the election of the board of directors, in accordance with Article 141 of Law No. 6.404, of 1976?
[ ] Yes [ ] No
12-A. Election of board of directors member, if there is only one slate:
Indication of all names comprising the slate
[ ] Approve [ ] Reject [ ] Abstain
If one of the candidates comprising the chosen slate ceases to be part of it, can the votes corresponding to their shares continue to be conferred to the chosen slate? [ ] Yes [ ] No 4 In case of adoption of the multiple voting election process, the votes corresponding to your shares must be distributed, in the following percentages, among the members of the slate you chose? Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate
3 The statement by the administrators is limited to 2,100 (two thousand one hundred) characters, including spaces.
4 If the shareholder opts for “No” and the slate has been altered, their vote must be counted as abstention.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 570, OF NOVEMBER 18, 2015 5
Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-B. Election of board of directors member, if there is more than one slate:
Indication of each slate and all names comprising it [ 1/2/3 ] Number of the chosen slate [ ] Abstain If one of the candidates comprising the chosen slate ceases to be part of it, can the votes corresponding to their shares continue to be conferred to the chosen slate? [ ] Yes [ ] No 5 In case of adoption of the multiple voting election process, the votes corresponding to your shares must be distributed, in the following percentages, among the members of the slate you chose? Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-C. Election of board of directors member, if the election is not by slate (the shareholder may indicate as many candidates as there are vacancies to be filled in the general election):
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
5 If the shareholder opts for “No” and the slate has been altered, their vote must be counted as abstention.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 570, OF NOVEMBER 18, 2015 6
[ ] Approve [ ] Reject [ ] Abstain
Candidate 3
[ ] Approve [ ] Reject [ ] Abstain
Candidate 4
[ ] Approve [ ] Reject [ ] Abstain
Candidate 5
[ ] Approve [ ] Reject [ ] Abstain
Candidate 6
[ ] Approve [ ] Reject [ ] Abstain
In case of adoption of the multiple voting election process, the votes corresponding to your shares must be distributed, in the following percentages, among the candidates you chose? Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-D. Election of board of directors member, if the election is by multiple voting:
Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 570, OF NOVEMBER 18, 2015 7
Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate
13. [the shareholder can only fill out this field if they have left field 12 blank and have been the uninterrupted holder of the shares with which they vote for the 3 months immediately preceding the holding of the general meeting]
Separate election of board of directors member by minority shareholders holding ordinary shares:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
If it is verified that neither the holders of shares with voting rights nor the holders of non-voting or restricted voting preferred shares have met, respectively, the quorum required in items I and II of § 4 of Article 141 of Law No. 6.404, of 1976, do you wish for your vote to be aggregated to the votes of the preferred shares in order to elect to the board of directors the candidate with the highest number of votes among all those who, appearing in this remote voting ballot, are competing in the separate election? [ ] Yes [ ] No
14. [the shareholder can only fill out this field if they have been the uninterrupted holder of the shares with which they vote for the 3 months immediately preceding the holding of the general meeting]
Separate election of board of directors member by shareholders holding non-voting or restricted voting preferred shares:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
If it is verified that neither the holders of shares with voting rights nor the holders of
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 570, OF NOVEMBER 18, 2015 8
non-voting or restricted voting preferred shares have met, respectively, the quorum required in items I and II of § 4 of Article 141 of Law No. 6.404, of 1976, do you wish for your vote to be aggregated to the votes of the ordinary shares in order to elect to the board of directors the candidate with the highest number of votes among all those who, appearing in this remote voting ballot, are competing in the separate election? [ ] Yes [ ] No
15. Do you wish to request the installation of the fiscal council, in accordance with Article 161 of Law No. 6.404, of 1976?
[ ] Yes [ ] No
16-A. Election of fiscal council member, if the election is by single slate:
Indication of all names comprising the slate
[ ] Approve [ ] Reject [ ] Abstain
If one of the candidates comprising the slate ceases to be part of it to accommodate the separate election referred to in Articles 161, § 4°, and 240 of Law No. 6.404, of 1976, can the votes corresponding to their shares continue to be conferred to the chosen slate? [ ] Yes [ ] No 6 16-B. Election of fiscal council member, if there is more than one slate competing:
Indication of each slate and all names comprising it [ 1/2/3 ] Number of the chosen slate [ ] Abstain If one of the candidates comprising the slate ceases to be part of it to accommodate the separate election referred to in Articles 161, § 4°, and 240 of Law No. 6.404, of 1976, can the votes corresponding to their shares continue to be conferred to the chosen slate? [ ] Yes [ ] No 7 16-C. Election of fiscal council member, if the election is not by slate (the shareholder may indicate as many candidates as there are vacancies to be filled in the general election):
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
6 If the shareholder opts for “No” and the slate has been altered, their vote must be counted as abstention.
7 If the shareholder opts for “No” and the slate has been altered, their vote must be counted as abstention.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 570, OF NOVEMBER 18, 2015 9
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
Candidate 3
[ ] Approve [ ] Reject [ ] Abstain
17. [the shareholder can only fill out this field if they have left field 16 blank]
Separate election of fiscal council member by minority shareholders holding ordinary shares:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
18. Separate election of fiscal council member by shareholders holding non-voting or restricted voting preferred shares:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
”
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This document amends: CVM Instruction No. 561 of April 7, 2015 (Revoked)
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